Affiliate Program Terms and Conditions
1. Affiliate Program
a. These Affiliate Program Terms and Conditions ("Affiliate Program Terms
and Conditions") govern the respective rights and obligations
of Web.com, Inc. its affiliates, successors and assigns (“Company")
and the program participant (the “Affiliate"). These Terms
and Conditions apply to the Affiliate’s participation in the Company Affiliate Program
(the “Affiliate Program") whereby Affiliate will refer to
Company potential customers (“Prospects") through Links featured
on the Affiliate’s website or in subscription e-mail newsletters (“Affiliate
Site").
b. Company in its sole discretion may modify the Affiliate Program Terms and Conditions
or the content, terms and conditions of the Affiliate Program from time to time.
Such modifications will be effective upon posting to Company's website. Should any
additional or modified provisions of this Agreement be found to be unenforceable
or unconscionable, it is the express intent of the parties that the Agreement on
the date of Affiliate’s registration be binding on both Company and the Affiliate.
c. Affiliate acknowledges that Affiliate has read and agrees to be bound by the
following Affiliate Program Terms and Conditions.
2. Affiliates
a. Affiliate shall receive a payment at the then-current payment rate as outlined
in the Offer (the “Payment”). Within thirty (30)
days following the end of each calendar month, Company will issue to Affiliate the
Payment for the previous month, provided Affiliate’s balance exceeds the required
minimum account balance as specified in the Affiliate Control Panel (“Minimum
Balance”). All Payments shall be made in US Dollars.
The number or amount of Actions as calculated by Company, shall be final and binding
on Affiliate.
b. If Affiliate’s account has not been credited with a valid, compensable Action
that has not been charged-back during any rolling, six consecutive calendar month
period (“Dormant Account”), then each a dormant account fee of one sixth (1/6) of
Affiliate’s account balance, or the maximum rate permitted by applicable law, whichever
is less, at Company's then-current rate shall be applied to Publisher's Account
each calendar month that Affiliate’s account remains an open yet Dormant Account
or until Affiliate’s balance reaches a zero balance, at which time the Account shall
become deactivated. Actions will not be counted if the Actions subsequently become
Chargebacks.
c. Company may apply, a debit or charge to Affiliate’s Account in an
amount equal to a Payment previously credited to Affiliate’s account in circumstances
of: (i) product returns; (ii) duplicate entry or other error; (iii) non-bona fide
Actions; (iv) non-receipt of payment from, or refund of payment for the Action;
or (v) Affiliate’s failure to comply with the Affiliate Program Terms and Conditions
or other agreement with Affiliate ("Chargeback"). Chargebacks may be made by Company
up to and including the 120th day following the end of the month in which the Payment
was earned except if such Chargebacks for non-bona fide Actions in circumstances
of failure to comply with the Affiliate Program Terms and Conditions, in which case
Chargebacks may be made by Company at any time ("Chargeback Period").
d. In the event Affiliate’s account has a negative balance, Affiliate
must immediately remit payment to Company in an amount sufficient to bring Affiliate’s
Account to a zero balance, or Affiliate’s Account is subject to 1.5% interest per
month, compounded monthly.
e. Affiliate shall bear all taxes, duties, levies, and other similar charges (and
any related interest and penalties), however designated or imposed on it as a result
of the existence or operation of the Payments or Affiliate Program Agreement, including
any income, sales, or use tax on profits which may be levied against it.
f. Affiliate must be in good standing to receive the Payment; no Payment will be
applied to accounts that are past due or for accounts that are cancelled before
the conditions for payment of the Payment are met. Upon cancellation of Affiliate’s
account, any outstanding or previously accrued Payments will be forfeited.
g. Payments will not be paid for accounts established through any channels other
than as described herein.
4. Affiliate’s Representations and Warranties. Affiliate hereby
represents and warrants to Company, and agrees that during the Term of the Agreement
Affiliate will ensure that: (a) the information submitted by Affiliate as part of
the Affiliate Program is true and correct in all material respects and Affiliate
will notify Company of any change in Affiliate’s mailing address, telephone, e-mail
or other contact information; (b) Affiliate shall comply at all times with all local,
state and federal laws, rules and regulations relating or applying to its performance
pursuant to these Affiliate Program Terms and Conditions including without limitation,
any laws, rules or regulations governing the collection and use of data, e-mail
marketing and the use of contextual advertising; (c) Affiliate will not make any
representations concerning the Services except those that have been approved or
published by Company; (d) Affiliate will not distribute any documents or materials
or post any information on the Affiliate Site describing the Services except those
that have been approved or published by Company; (e) Affiliate will not cause or
enable any Prospects or other transactions to be made that are not in good faith,
including but not limited to, by means of any device, program, robot, i-frames,
hidden frames, JavaScript popup windows, redirects or clicking on Links that are
not provided by Company pursuant to this Affiliate Program; (f) Affiliate will not
place Links in newsgroups, message boards, unsolicited e-mail and other types of
spam, banner networks, counters, chat rooms, guest books, IRC channels or through
similar Internet resource (unless otherwise provided for within the Special Terms
or Offer); (g) Affiliate will place Links such that it is unlikely that they will
mislead Prospects and such that it is reasonably likely that such Links will deliver
bona fide Prospects; (h) Affiliate will not establish or cause to be established
any promotion that provides any rewards, points, or compensation for Prospects or
that allows third parties to place Links on the third party’s website or in its
e-mails unless otherwise provided for in the Special Terms or the Offer; (i) Affiliate
will not use this program to purchase plans for Affiliate use or resale; (j) Affiliate
shall not authorize or permit any third party to directly or indirectly generate
clicks, orders or other actions through any automated, deceptive, fraudulent or
other invalid means, including without limitation through repeated manual clicks,
the use of robots or other automated query tools and/or computer generated search
requests; (k) neither Affiliate nor any third party acting on Affiliate’s behalf
including without limitation any of Affiliates partners or affiliates shall modify
or supplement such advertisements or the Links without Company’s prior written approval;
and (l) neither Affiliate nor any third party acting on Affiliate’s behalf including
without limitation any of Affiliates partners or affiliates, shall promote the Links
in any way that includes or through any medium that constitutes pornographic or
similarly adult-themed material, get rich quick programs, gambling, pyramid schemes,
contains any viruses or other computer programming routines that are intended to
damage, detrimentally interfere with, surreptitiously intercept or expropriate any
system, data or personal information, unsolicited commercial e-mail messages, or
any goods or services which involve deceptive marketing or commercial practices
misleading, libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented,
illegal, contains content targeted at children, offers any illegal good or service
which is based outside of the United States or links to any website that does so.
In the event of a violation of this provision, Affiliate’s participation in the
Affiliate Program will be terminated and Affiliate will forfeit the right to all
commissions payable including any commissions arising as a result of actions prior
to such termination.
5. Additional Company Policies. Affiliate will abide by and utilize
the Affiliate Program, Company’s other products and services, and the Company Site,
only in accordance with Company’s then-current policies as such policies are published
on the Company Site.
6. Affiliate’s Responsibilities. Affiliate will conduct itself
in a professional manner and will maintain a reputation for fair dealing and exemplary
service among its customers or clients. Affiliate will not make any statement, or
take any action, that could reasonably be expected to reflect poorly on Company
or on the reputation of Company or its products and services. In the event of a
violation of this provision, Affiliate’s participation in the Affiliate Program
will be terminated and Affiliate will forfeit the right to all commissions payable
including any commissions arising as a result of actions prior to such termination.
7. Company Intellectual Property.
a. Company’s trademarks, tradenames, service marks, logos, other names and marks,
and related product and service names, design marks and slogans are the sole and
exclusive property of Company. Except as otherwise provided in the Agreement, Affiliate
may not use any of the foregoing in any advertising, publicity or in any other commercial
manner without the prior written consent of Company.
b. Any feedback, data, answers, questions, comments, suggestions, ideas or the like
which Affiliate sends to Company relating to the Services will be treated as being
non-confidential and non-proprietary. Company may use, disclose or publish any ideas,
concepts, know-how or techniques contained in such information for any purpose whatsoever.
7. Company Intellectual Property.
a. Company's trademarks, tradenames, service marks, logos, other names and marks,
and related product and service names, design marks and slogans are the sole and
exclusive property of Company. Except as otherwise provided in the Agreement, Referrer
may not use any of the foregoing in any advertising, publicity or in any other commercial
manner without the prior written consent of Company.
b. Any feedback, data, answers, questions, comments, suggestions, ideas or the like
which Referrer sends to Company relating to the Services will be treated as being
non-confidential and non-proprietary. Company may use, disclose or publish any ideas,
concepts, know-how or techniques contained in such information for any purpose whatsoever.
8. Limited Warranty.
a. Company represents and warrants to Affiliate that Company will provide Services
hereunder in the same manner as Company provides Services to other customers at
the same level and type of service.
b. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, COMPANY MAKES NO REPRESENTATIONS
OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY
SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT
OF THIRD-PARTY RIGHTS, AND COMPANY HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT
LIMITING THE FOREGOING, ANY THIRD-PARTY SOFTWARE PROVIDED TO AFFILIATE HEREUNDER
IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. COMPANY DOES NOT
WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.
9. Limitation of Liability.
a. IN NO EVENT WILL COMPANY’S LIABILITY IN CONNECTION WITH THE SERVICES, ANY
SOFTWARE PROVIDED HEREUNDER, OR THIS AGREEMENT, WHETHER CAUSED BY FAILURE TO DELIVER,
NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE
DISCOUNT PAID BY COMPANY TO AFFILIATE HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
b. COMPANY CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME,
INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET.
COMPANY WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE,
THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR
CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.
c. EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL BE LIABLE IN ANY
WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS
OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES
OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL
OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY
OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR
NON-PERFORMANCE OF THIS AGREEMENT, OR (EXCEPT AS PROVIDED IN SECTIONS 10 AND 11)
FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.
d. The limitations contained in this Section apply to all causes of action in the
aggregate, whether based in contract, tort or any other legal theory (including
strict liability), other than claims based on fraud or willful misconduct. The limitations
contained in Section 9(c) shall not apply to liability arising on account of a party’s
breach of Section 11 or to Affiliate’s indemnification obligations under Section
10.
10. Indemnification of Company. Affiliate shall defend, indemnify
and hold harmless Company, its affiliates and their respective present, former and
future officers, directors, employees and agents, and their respective heirs, legal
representatives, successors and assigns (collectively the “Company Indemnitees”),
from and against any and all losses, damages, costs, liabilities and expenses (including,
without limitation, amounts paid in settlement and reasonable attorneys’ fees) which
any of the Company Indemnitees may suffer, incur or sustain resulting from or arising
out of (i) Affiliate’s breach of any representation, warranty, or covenant contained
in this Agreement, (ii) services provided by the Affiliate to any Company customer,
and (iii) claims or actions of third parties alleging unfair or deceptive trade
practices or false advertising in connection with statements or claims made by Affiliate
pertaining to Company’s Services.
11. Confidentiality
a. Each party will not, without the prior written consent of the other party, use
or disclose to any Person any Proprietary Information of the other party disclosed
or made available to it, except for use of such Proprietary Information as required
in connection with the performance of its obligations or use of the Services hereunder.
Subject to the terms of this Agreement, each party will (i) treat the Proprietary
Information of the other party as secret and confidential, (ii) limit access to
the Proprietary Information of the party to those of its employees who require it
in order to effectuate the purposes of this Agreement, and (iii) not disclose the
Proprietary Information of the other party to any other Person without the prior
written consent of the other party.
b. Notwithstanding anything to the contrary contained herein, the following shall
not be considered Proprietary Information: (i) any information that the receiving
party can demonstrate by written documentation was within its legitimate possession
prior to the time of disclosure by the disclosing party; (ii) any information that
was in the public domain prior to disclosure by the disclosing party as evidenced
by documents that were published prior to such disclosure; (iii) any information
that, after disclosure by the disclosing party, comes into the public domain through
no fault of the receiving party, (iv) any information that is disclosed to the receiving
party without restriction by a third party who has legitimate possession thereof
and the legal right to make such disclosure; or (v) any information that, two years
after expiration or termination of this Agreement, does not constitute a trade secret
under applicable law.
c. Each party acknowledges that disclosure of any aspect of the Proprietary Information
of the other party shall immediately give rise to continuing irreparable injury
to the other party inadequately compensable in damages at law, and, without prejudice
to any other remedy available to the other party, shall entitle the other party
to injunctive or other equitable relief. Upon expiration or termination of this
Agreement for any reason, each party shall promptly return to the other party all
Proprietary Information of the other party (including all copies thereof) in its
possession or control.
12. Miscellaneous.
a. Termination. Affiliate may terminate Affiliate’s participation in the
Affiliate Program or Affiliate’s participation in any Offer at any time by using
the cancellation function within the Affiliate Control Panel. Such cancellation
will be effective one (1) business day following Affiliate’s submission of such
cancellation through the Affiliate Control Panel. Company may terminate any Offer,
the Affiliate Program or Affiliate’s participation in the Affiliate Program (i)
immediately by giving notice to Affiliate, if Company determines in good faith that
Affiliate is in breach of these Affiliate Program Terms and Conditions; (ii) by
giving Affiliate one (1) business day’s notice; or (iii) as otherwise outlined in
these Affiliate Program Terms and Conditions. Upon termination of this Affiliate
Program Terms and Conditions for any cause or reason whatsoever, neither party shall
have any further rights or obligations under this Affiliate Program Terms and Conditions,
except for as outlined in those provisions intended to survive termination. Upon
termination, Affiliate will immediately discontinue the use of all Links, Offers
and promotion of the Services or Qualifying Products.
b. Independent Contractor. Company and Affiliate are independent contractors
and nothing contained in this Agreement places Company and Affiliate in the relationship
of principal and agent, master and servant, partners or joint venturers. Neither
party has, expressly or by implication, or may represent itself as having, any authority
to make contracts or enter into any agreements in the name of the other party, or
to obligate or bind the other party in any manner whatsoever.
c. Governing Law; Jurisdiction. The validity and effect of this Agreement
shall be governed by and construed and enforced in accordance with the laws of the
State of Georgia, without regard to its conflicts of laws principles. The United
Nations Convention on Contracts for the International Sale of Goods and the Uniform
Computer Transactions Act do not apply to this Agreement. ANY SUIT, ACTION OR
PROCEEDING CONCERNING THIS AGREEMENT MUST BE BROUGHT IN A GEORGIA STATE OR FEDERAL
COURT LOCATED IN FULTON COUNTY, GEORGIA, AND EACH OF THE PARTIES HEREBY IRREVOCABLY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE
COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
d. Mandatory Arbitration . Notwithstanding Section 12(b) above, each party
agrees that any dispute between the parties arising out of this Agreement or in
any manner relating to the Affiliate Program or the Services must be submitted by
the parties to arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, as administered by Resolutions Resources Corp.
of Atlanta, Georgia (or such other recognized provider of arbitration services agreed
upon by both parties) before a single arbitrator, appointed in accordance with such
rules. Any such arbitrator must render a reasoned opinion in writing only where
the amount in dispute exceeds $100,000. Judgment upon the award may be entered in
any court having jurisdiction thereof. Any such arbitration will be held in Atlanta,
Georgia. Any action filed by either party in any court in violation of this Section
should be dismissed pursuant to this Section.
e. Headings. The headings herein are for convenience only and are not part
of this Agreement.
f. Entire Agreement; Amendments. This Agreement, including documents incorporated
herein by reference, supersedes all prior discussions, negotiations and agreements
between the parties with respect to the subject matter hereof, and this Agreement
and the Publisher Service Agreement constitute the sole and entire agreement between
the parties with respect to the matters covered hereby. In case of a conflict between
this Agreement and any purchase order, service order, work order, confirmation,
correspondence or other communication of Affiliate or Company, the terms and conditions
of this Agreement shall control. No additional terms or conditions relating to the
subject matter of this Agreement shall be effective unless approved in writing by
any authorized representative of Affiliate and Company. This Agreement may not be
modified or amended except by another agreement in writing executed by the parties
hereto; provided, however, that these Terms and Conditions may be modified from
time to time by Company in its sole discretion, which modifications will be effective
upon the eighth (8th) day after seven (7) days prior notice has been provided to
Affiliate.
g. Severability. All rights and restrictions contained in this Agreement
may be exercised and shall be applicable and binding only to the extent that they
do not violate any applicable laws and are intended to be limited to the extent
necessary so that they will not render this Agreement illegal, invalid or unenforceable.
If any provision or portion of any provision of this Agreement shall be held to
be illegal, invalid or unenforceable by a court of competent jurisdiction, it is
the intention of the parties that the remaining provisions or portions thereof shall
constitute their agreement with respect to the subject matter hereof, and all such
remaining provisions or portions thereof shall remain in full force and effect.
h. Notices. All notices and demands required or contemplated hereunder by
Affiliate to Company shall be in writing and shall be deemed to have been duly made
and given upon date of delivery if delivered in person or by an overnight delivery,
or upon the expiration of five days after the date of posting if mailed by certified
mail, postage prepaid, to the addresses as designated on Company’s website for the
giving of notice. All notices and demands required or contemplated hereunder by
Company to Affiliate shall be in writing via overnight delivery, postal mail, facsimile
or e-mail to the address, e-mail address, or facsimile number as designated in the
Affiliate Control Panel or to any address as registered in any jurisdiction in which
Affiliate is qualified and/or registered to do business. In the latter case, such
notices and/or demands shall be deemed to have been duly made and given upon date
of delivery if delivered in person, by an overnight delivery or postal service or
via e-mail, upon receipt if delivered by facsimile the receipt of which is confirmed
by Affiliate, or upon the expiration of five days after the date of posting if mailed
by certified mail, postage prepaid.
i. Waiver. No failure or delay by any party hereto to exercise any right
or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy by any party preclude any other or further exercise
thereof or the exercise of any other right or remedy. No express waiver or assent
by any party hereto to any breach of or default in any term or condition of this
Agreement shall constitute a waiver of or an assent to any succeeding breach of
or default in the same or any other term or condition hereof.
j. Assignment; Successors. Affiliate may not assign or transfer this Agreement,
or any of its rights or obligations hereunder, without the prior written consent
of Company. Any attempted assignment in violation of the foregoing provision shall
be null and void and of no force or effect whatsoever. Company may assign its rights
and obligations under this Agreement, and may engage subcontractors or agents in
performing its duties and exercising its rights hereunder, without the consent of
Affiliate. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
k. Limitation of Actions. No action, regardless of form, arising by reason
of or in connection with this Agreement may be brought by either party more than
two years after the cause of action has arisen.
l. Electronic Execution. This Agreement is being signed electronically, and
the records kept by Company of such execution shall be presumed accurate unless
proven otherwise.
m. Force Majeure. Neither party is liable for any default or delay in the
performance of any of its obligations under this Agreement if such default or delay
is caused, directly or indirectly, by forces beyond such party’s reasonable control,
including, without limitation, fire, flood, acts of God, labor disputes, accidents,
interruptions of transportation or communications, supply shortages or the failure
of any third party to perform any commitment relative to the production or delivery
of any equipment or material required for such party to perform its obligations
hereunder.
n. No Third-Party Beneficiaries. Except as otherwise expressly provided in
this Agreement, nothing in this Agreement is intended, nor shall anything herein
be construed to confer any rights, legal or equitable, in any Person other than
the parties hereto and their respective successors and permitted assigns. Notwithstanding
the foregoing, Affiliate acknowledges and agrees that Microsoft, and any supplier
of third party products or software that is identified as a third-party beneficiary
in the Service Description, is an intended third-party beneficiary of the provisions
set forth in this Agreement as they relate specifically to its products or services
and shall have the right to enforce directly the terms and conditions of this Agreement
with respect to its products or services against Affiliate as if it were a party
to this Agreement.
o. Government Regulations. Affiliate may not export, re-export, transfer
or make available, whether directly or indirectly, any regulated item or information
to anyone outside the United States in connection with this Agreement without first
complying with all export control laws and regulations which may be imposed by the
United States government and any country or organization of nations within whose
jurisdiction Affiliate operates or does business.
p. Marketing. Affiliate agrees that during the term of this Agreement Company
may publicly refer to Affiliate, orally and in writing, as an Affiliate partner
of Company. Any other public reference to Affiliate by Company requires the written
consent of Affiliate.
q. Telephone Monitoring. To ensure Company’s customers receive quality service,
Company randomly selects phone calls for monitoring. These calls, between Company’s
customers and employees, are evaluated by supervisors. This is to guarantee that
prompt, consistent assistance and accurate information is delivered in a professional
manner. Company has been properly licensed by the Georgia Public Service Commission
to use such service observing equipment.
13. International Provisions. If Affiliate maintains an office
outside the United States, conducts business with Persons other than U.S. citizens,
or at any time offers to resell Services to any Person that is not a U.S. citizen,
the following provisions will apply:
a. Affiliate will comply with all laws relating to the conduct of business practices
that prohibit any gratuities or inducements. Affiliate acknowledges that Company
is subject to certain United States laws, including but not limited to the Foreign
Corrupt Practices Act of 1977 and any amendments thereto, which apply to activities
carried out on Company's behalf outside the United States. Affiliate agrees neither
to take nor omit to take any action if such act or omission might cause Company
to be in violation of any such laws. Upon written notice from Company, Affiliate
shall provide such information as Company may reasonably consider necessary to verify
compliance by Affiliate with the provisions of this Section
b. The Services may require a license for export from the U.S. Government that requires
advance disclosure of the ultimate consignee and all parties to the sale, and prohibits
diversion, transshipment, or re-exportation out of the United States contrary to
U.S. law and regulations by any party. Affiliate agrees to furnish all documentation
required by the U.S. Government in connection with obtaining any required export
license, and agrees that unauthorized diversion, transshipment or re-exportation
of the Company’s Services in violation of the export license or any applicable law
shall not be permitted.
c. The parties hereby exclude any application of the United Nations Convention on
Contracts in the International Sale of Goods, the 1974 Convention on the Limitation
Period in the International Sale of Goods, and the Protocol amending the 1974 Convention,
done at Vienna April 11, 1980.
14. Definitions. For purposes of this Agreement, the following
terms have the meanings specified below:
a. "Action" means a Prospect's completion of an action requested by Company
through the Affiliate Control Panel, including without limitation, Conversions,
Clicks, Leads and Impressions.
b. "Affiliate Control Panel" means the control panel through which Company
presents Offers for Affiliates and the Action Affiliate or Affiliate’s Prospects
must complete in order for Affiliate to earn the Payment.
c. "CPC" means the amount payable for each Click.
d. "CPM" means the amount payable for each thousand Clicks.
e. "Click" means each time a Prospect, as a result of clicking on the Link,
is redirected to the website as specified in the Offer.
f. "Qualifying Products" means those products or services for which the Offer
has designated as being eligible for payment of the Payment pursuant to this Agreement.
Except as may be otherwise specified in the Offer, Qualifying Products shall not
include add-on services or optional services.
g. "Conversion" means, unless otherwise specified in the Offer, an order
submitted by a Prospect for the Qualifying Products provided: (i) the Service is
ordered in the Prospect’s name and contains complete, accurate and current billing
and contact information specific to the Prospect; (ii) the Prospect maintains the
Qualified Product for a minimum of thirty-one (31) consecutive calendar days and/or
pays for one (1) full month of service; (iv) the Prospect has not cleared his or
her “cookies” or clicked on a Link other than the Link on Affiliate’s site prior
to ordering the Qualifying Product; and (iii) the Prospect has not previously purchased
the Qualifying Product and been terminated or had the right to use the Qualifying
Product revoked for non-payment or other violation of standard terms and conditions.
h. "Impression" means the number of times a Link is requested and seen by
Prospects.
i. "Lead" means the clicking of a Link and completion of information, as
outlined in the Offer, by a Prospect who has not previously purchased services from
Company
j. "Links" as used herein means those banner advertisements, text links or
other material, as provided by Company to Affiliate.
k. "Offer" means an offer described in the program description or campaign
information section of Affiliate Control Panel which, if the Action as outlined
therein is completed, will qualify Affiliate for the Payment.
l. "Person" means any individual, partnership, joint venture, corporation,
limited liability company, trust, unincorporated association or organization, or
government or any agency or political subdivision thereof.
m. "Proprietary Information" means all technical, business and other information
of a party (i) that is not generally known to the public, (ii) that derives value,
economic or otherwise, from not being generally known to the public or to other
Persons who can obtain value from its disclosure or use, and (iii) which information
is subject to efforts that are reasonable under the circumstances to maintain the
secrecy thereof.
n. "Services" means the web hosting service or other Company products provided
by Company as specified in the Company Terms of Service and applicable Service Description.
o. "Service Description" means the applicable documents made available by
Company to describe the applicable Services at the time the order is accepted by
Company.